Exhibit
10.1


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and Restated Employment Agreement (this
“Agreement”) is made and entered into by and between SSA Global Technologies,
Inc., a Delaware corporation (“Company”), and Michael Greenough (“Executive”),
and sets forth the terms of Executive’s employment with the Company, as well as
the parties’ understanding with respect to any future termination of that
employment relationship.


 


RECITALS


 


A.  Executive is currently employed by the Company as its Chief
Executive Officer and as the Chairman of its Board of Directors pursuant to the
terms of that certain Employment Agreement, dated April 30, 2001 (“Prior
Agreement”).


 


B.  The Prior Agreement obligates the Company to grant Executive
certain options to purchase shares of the common stock of the Company (“Option
Rights”) which grant has been deferred with the consent of Executive.


 


C.  The Company desires to amend and clarify the Option Rights in
certain respects and to enter into this Agreement and Executive is willing to
consent to enter into this Agreement.


 


AGREEMENT


 


1.  Prior Agreement. 
Effective January 3, 2003 (“Effective Date”), the Prior Agreement
is hereby amended and restated in its entirety in the form of this Agreement.


 


2.  Term.  The Term of
this Agreement shall commence on the Effective Date and continue through and
until December 31, 2006, unless terminated prior thereto in accordance
with Section 5 of this Agreement. 
Commencing January 1, 2007, and on each subsequent January 1,
the Term shall be automatically extended through the end of the then current
calendar year, unless either party provides written notice of intent not to
renew to the other party on or before November 1 of the prior calendar
year, subject to early termination in accordance with Section 5 of this
Agreement. The term of this Agreement (“Term”) shall be the period referenced
in the first sentence of this Section 2, along with any extension thereof
pursuant to the second sentence of this Section 2.


 


3.  Position and Duties. 
Executive shall continue to be employed by the Company as its President,
Chief Executive Officer, and, to the extent permitted by applicable law,
Chairman of the Board of Directors reporting directly to the Company’s Board of
Directors (the “Board”). As its President and Chief Executive Officer,
Executive shall have responsibility for the day to day operations of the
Company and the development and implementation of it business plans and
strategies and shall have such authority as is customarily attendant to such
positions.


 


4.  Compensation. 
Executive shall be compensated by the Company for his services as
follows:


 

















 


(a)  Base Salary.  Executive shall be paid a base salary of  $500,000.00 annually, as such amount may
be adjusted pursuant to this Section 4(a) (“Base Salary”), in accordance
with the Company’s normal payroll procedures. Executive’s Base Salary shall be
reviewed by the Board not less frequently than annually with a view to making
such adjustments to the Base Salary as the Board may feel to be reasonable and
appropriate, in its sole discretion, taking into consideration Executive’s
performance and the financial performance of the Company, provided that no such
adjustment shall be made which would reduce the Base Salary below $500,000 annually
without Executive’s consent.


 


(b)  Bonus.  Executive shall be eligible to earn a bonus (“Annual Bonus”) with
respect to each fiscal year of the Company provided that the applicable targets
based on the financial performance of the Company or other performance goals in
respect of such fiscal year, established from time to time by the Board, have
been met.  The target amount of
Executive’s Annual Bonus in respect of each fiscal year shall be fixed from
time to time by the Board, in its sole discretion, but shall not be less than
$500,000 nor exceed $800,000 in respect of any fiscal year (the “Target Bonus
Amount”). The actual amount of any Annual Bonus payable to Executive with
respect to a fiscal year shall be determined by the Board in its sole discretion.
Such Annual Bonus shall be paid to the Executive in cash at such times as the
Board may determine from time to time (e.g., quarterly or annually) and, in any
event, all amounts due in respect of the Annual Bonus for a participation year
will be paid no later than 30 calendar days after the Company’s receipt of
audited financial statements in respect of such year. Except as provided in
Section 5 herein, Executive shall not be eligible to receive an Annual
Bonus unless Executive is an employee of the Company on the last day of the
fiscal year to which such Annual Bonus relates; but Executive shall not be
obligated to return any portion of an Annual Bonus once it has been paid.


 


(c)  Benefits.  Executive shall be eligible, on at least the same basis as other
similarly situated members of senior management of the Company, to participate
in and to receive benefits under any of the Company’s employee benefit plans,
in accordance with the terms of such plans as in effect from time to time.
Executive shall be entitled, at a minimum, to receive all fringe benefits and
executive perquisites made available to any member of the senior management of
the Company. The benefits described in this Section 3(c) shall hereinafter
be referred to as “Benefits”. During the term of the Agreement, Executive shall
also be entitled to receive a housing allowance of up to Three Thousand Dollars
($3,000) per month or such other amount as shall be mutually agreeable to the
parties.


 


(d)  Expense Reimbursement.  Executive shall be entitled to reimbursement
from the Company for all reasonable and customary travel and other business
expenses incurred by Executive in carrying out his duties under this Agreement,
in accordance with the general reimbursement policy of the Company as in effect
from time to time. Executive shall report all such reimbursable expenditures to
the Company not less frequently than monthly accompanied by adequate records
and other documentary evidence as required by the Company’s reimbursement
policy, and federal or state tax statutes or regulations governing the
substantiation of such expenditures.


 


(e)  Stock Options and Other Equity Rights.


 


(i)                                     Grant to Executive.  Not
later than July 31, 2003, the Company shall grant Executive an option (the
“Option”) to purchase 203,715 shares (“Option Shares”) of the common stock, par
value $0.01 per share, of the Company (the “Common Stock”) at an exercise price
per share equal to $29.92 (the “Option Price”). Executive agrees to accept the
grant described in this paragraph in full satisfaction of the Option Rights.


 


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(ii)                                  Vesting.  (a) Fifty percent (50%) of
the Option described in Section 4(e)(i) shall vest and become fully
exercisable on the Effective Date. Fifty percent (50%) of the Option described
in Section 4(e)(i) shall vest over a four (4) year period such that 1/48th
of the Option shall vest and become exercisable on the last day of each
calendar month commencing with the Effective Date and ending December 31,
2006. The foregoing notwithstanding, (A) the entire Option shall vest and
become fully exercisable, in accordance with Section 5 below, upon the
termination of Executive’s employment by the Company without Cause or by the
Executive for Good Reason; and (B) the entire Option shall vest and become
fully exercisable to the extent provided in Section 6 below upon the
occurrence of a Change in Control as defined in Section 6. Notwithstanding
any provision contained in this Agreement to the contrary, the Option shall expire
and cease to be exercisable on the tenth (10th) anniversary of the
date of grant if not terminated earlier in accordance with Section 5
herein.


 


(b)  For purposes of this Agreement the
“Committee” shall be defined as it is defined in the 2003 Equity Incentive
Plan, as amended from time to time (the “Plan”).


 


(iii)                               Options in General.  The
Option shall be, except as otherwise provided by this Agreement, subject to the
terms and conditions of the Plan and the terms and conditions of the stock
option agreement attached hereto as Exhibit A (“Option Agreement”).  The Company hereby represents and warrants
that the Plan has been duly adopted and approved by its Board and shareholders.
Notwithstanding the foregoing, no amendment to the Plan or the Option Agreement
shall impair the rights of Executive with respect to the Option without the
prior consent of the Executive. Executive shall be required to execute the
Option Agreement as a condition to receiving the Option. In the event of a
conflict between the Option Agreement and this Agreement, the provisions of the
Option Agreement shall govern. The Option shall not be an incentive stock
option under section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), but shall be a nonstatutory stock option.  Executive understands and acknowledges that
the Option may not constitute an option granted by the Company pursuant to the
exemption from registration pursuant to Rule 701 promulgated under the
Securities Act of 1933, as amended, and, accordingly, may be subject to greater
or additional restrictions on transfer of shares of stock acquired upon the
exercise of the Option than options granted to employees or others pursuant to
the Plan. Executive further understands and acknowledges that he shall have no
anti-dilution or other rights to maintain any particular ownership interest in
the Company.


 


(iv)                              Additional Options or Other Equity Rights.  The
Option is being granted in full satisfaction of the Option Rights and any other
rights that the Executive may have in respect of the equity securities of the
Company. Executive may be granted additional options or other forms of equity
rights under the terms of the Plan, (or any successor executive equity based
compensation program adopted by the Company) as and when additional grants of
options or rights are made to senior executives of the Company generally, in
the sole discretion of the Board.


 


(f)  Registration Rights.  Executive shall have customary piggyback
registration rights with respect to his Option Shares which rights shall
entitle him to sell, on the same terms as Cerberus Capital Management, L.P. or
any of its affiliated funds or managed accounts (“Cerberus”) or General
Atlantic Partners 76, L.P. or any of its affiliated funds or managed accounts (“GA”)
in any registration of shares of Common Stock for sale by Cerberus or GA, a
number of Option Shares equal to (i) the total number of Option Shares owned by
Executive, multiplied by (ii) the aggregate percentage of its shares proposed
to be registered by Cerberus or GA in such registration. To the extent the
number of shares included in a registration is subject to cutback, such
cutbacks shall be made pro rata as between


 


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Executive,
on the one hand, and Cerberus or GA, on the other hand. To the extent Cerberus
or GA participates in a registration of its shares pursuant to a registration
rights agreement, Executive agrees to abide by the terms of such registration
rights agreement as if he were a party thereto.


 


(g)  Withholding.  The Company shall have the right to deduct
and withhold from any payments made to Executive hereunder any federal, state
or local income, employment or other taxes required by law to be withheld by
the Company with respect to such payment or any other payment or transfer made
by the Company for the benefit of Executive.


 


5.  Termination of Employment.


 


(a)  Termination by the Executive Other than
for Good Reason.  The Executive may
terminate his employment during the Term upon ninety (90) days prior written
notice to the Company for other than Good Reason (as defined below). In the
event Executive terminates his employment with the Company other than for Good
Reason (as defined below), Executive shall be entitled to and shall be subject
to the following as applicable:


 


(i)                                     Payment of any accrued but unpaid Base Salary
through the date of such termination, any unpaid Annual Bonus actually earned
with respect to any prior fiscal year, and Benefits in accordance with the
terms of the applicable plans; provided, that, all fringe benefits and
perquisites shall terminate as of the date of termination, except as otherwise
required by law;


 


(ii)                                  Payment in cash within ninety (90) days
following the effective date of his termination of an amount equal to the
lesser of (i) the Deferred Bonus Amount or (ii) the Alternative Amount.


 


(iii)                               The unvested portion of the Option held by
Executive shall terminate immediately upon Executive’s termination of his
employment other than for Good Reason, and Executive shall have until the
earlier of (i) ninety (90) days following the effective date of his termination
or (ii) the end of the Option term in which to exercise the portion of the
Option that is vested through the effective date of his termination;


 


(iv)                              The Company shall have the right (‘‘Executive
Termination Call”) at any time which is both after the date Executive’s
employment terminates and the Maturity Date of the Option Shares which are the
subject of such Executive Termination Call (“Purchase Date”) to purchase all,
but not less than all, of the Option Shares owned by Executive which could be
subject to such Call on the Exercise Date (as defined below). The price per
share paid by the Company shall be equal to (a) in the event that his employment
terminates prior to the fourth anniversary of the Effective Date, the Option
Price, if any, paid by Executive for the Option Shares or (b) in the event that
such employment terminates on or after the fourth anniversary of the Effective
Date, the Fair Market Value Per Share of the Company’s common stock on the
Exercise Date. The Company shall give Executive at least thirty (30) days
advance written notice of each exercise of the Executive Termination Call and
shall specify in such notice (a) the Purchase Date, which shall be not more
than ninety (90) days following the date of such notice, and (b) if applicable,
the date as of which the Fair Market Value Per Share of the Company’s common
stock is to be determined for purposes of such Executive Termination Call
(“Exercise Date”), provided that in no event may the Exercise Date be prior to
the Maturity Date of the Option Shares subject to such Executive Termination
Call.  Any Option Shares purchased by
the Company in connection with the exercise of the Executive Termination Call
may be


 


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paid
for in cash or in immediately available funds by check or by wire transfer. The
Company’s rights under this subparagraph (iv) shall terminate upon the
effectiveness of an Initial Public Offering.


 


(v)                                 For purposes of this Section 5(a);


 


“Maturity
Date” shall mean with respect to any Option Shares (i) the date which is six
months and one day after the date the Option Shares are acquired pursuant to an
exercise of the Option or (ii) to the extent the Option Shares are purchased
with funds provided by the Company in the form of a loan to the Optionee which
is not a recourse obligation of the Optionee, the date which is six months and
one day after the date such loan is paid in full.


 


“Deferred
Bonus Amount” means (1) $3 million, if Executive’s employment terminates on or
before January 3, 2004, (2) $5 million, if Executive’s employment
terminates after January 3, 2004 and on or before January 3, 2005,
(3) $7 million, if Executive’s employment terminates after January 3, 2005
and on or before January 2, 2006, (4) $9 million, if Executive’s
employment terminates after January 3, 2006 and on or before
January 3, 2007, and (5) zero if Executive’s employment terminates after
January 3, 2007.


 


“Alternative
Amount” means as of any date an amount equal to the product of (i) the Fair
Market Value Per Share of the Company’s common stock on such date and (ii) the
number of shares of Common Stock representing five percent (5%) of the number of
such shares then issued and outstanding as of such date, determined on a fully
diluted basis and assuming that all securities issued by the Company which
could be converted into shares of Common Stock have been so converted.


 


“Fair
Market Value Per Share” means, in the event that shares of Common Stock are
listed on an established national or regional stock exchange, are admitted to
quotation on the National Association of Security Dealers Automated Quotation
System, or are publicly traded on an established securities market, the closing
price of the shares of Common Stock on such exchange or system or in such
market (the highest such closing price if there is more than one such exchange
or market on the relevant date) for the business day as of which such
determination is being made. In the event that the shares are not listed,
quoted or publicly traded or even if listed, quoted or publicly traded, the
price cannot be determined, the Fair Market Value Per Share shall be determined
by the Board, in its good faith business judgment.


 


(b)  Death or Disability.  Executive’s employment shall automatically
terminate upon his death and such employment shall terminate at the Company’s
election, in the event of his Disability (as defined below), unless otherwise
prohibited by law. In the event of such a termination and contingent upon
Executive’s execution of a release of all claims against the Company in a form
acceptable to the Company, Executive or his legal representatives, as
applicable, will be entitled to and subject to the following:


 


(i)                                     Payment of any accrued but unpaid Base Salary
through the date of such termination, any unpaid Annual Bonus actually earned
with respect to any prior fiscal year and Benefits in accordance with the terms
of the applicable plan; provided, that, all fringe benefits and perquisites
shall terminate as of the date of termination, except as otherwise required by
law;


 


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(ii)                                  A pro rata portion of his Target Bonus for
the fiscal year in which such termination occurs (provided that the applicable
performance targets as determined by the Board have been satisfied or, in the
reasonable business judgment of the Board, based on available information as of
the date of termination, are likely to be satisfied) determined by multiplying
the applicable Target Bonus amount by a fraction the numerator of which is the
number of days in the fiscal year prior to the date of termination and the
denominator of which is 365, payable at such time described in
Section 4(b) hereof. In the event Executive has already received a payment
representing a portion of his Target Bonus for the fiscal year in which such
termination occurs, such payment shall be treated as an advance payment and
deducted from the amount calculated in accordance with this paragraph (but in
no event shall be subject to repayment by Executive);


 


(iii)                               Continuation of the payment of his Base
Salary in accordance with the payroll practices of the Company for three (3)
full calendar months following his termination date;


 


(iv)                              The unvested portion of the Option held by
the Executive shall terminate immediately and Executive (or his legal
representatives, as applicable), shall have until the earlier of (i) one (1)
year following the termination of employment or (ii) the end of the Option term
to exercise the portion of the Option that is vested through the effective date
of termination;


 


(v)                                 To the extent the Executive’s dependents
(“Dependents”) are covered under any medical, prescription drug, or other
health care plan of the Company at the time of such termination, such coverage
shall continue, at no cost to the Executive and such Dependents, through the
end of the calendar month which includes the first anniversary of such
termination and the qualifying event for purposes of COBRA shall be deemed to
be the first anniversary of such termination; and


 


(vi)                              Executive (or his legal representatives, as
applicable) shall have the right (“Death or Disability Put”), by written notice
to the Company given at any time which is within thirty (30) days after of the
later of (a) the date of such termination of Executive’s employment or (b) the
applicable Maturity Date (as defined in 5(a) above) of the Option Shares
subject to such Death or Disability Put, to sell to the Company all, but not
less than all, of the Option Shares owned by Executive (or his legal
representative) which may be subject to such Death or Disability Put on the
date such put is exercised by the giving of such written notice for a price per
share equal to the Fair Market Value Per Share of the Company’s common stock
(as defined in Section 5(a) hereof) on the date such Death or Disability
Put is so exercised.


 


(vii)                           The Company shall have the right (“Death or
Disability Call”) at any time which is both after the date Executive’s
employment terminates due to death or Disability and the Maturity Date of the
Option Shares which are the subject of such Death or Disability Call (“Purchase
Date”) to purchase all, but not less than all, of the Option Shares owned by
Executive which could be subject to such Call on the Exercise Date (as defined
below). The price per share paid by the Company shall be equal to the Fair
Market Value Per Share of the Company’s common stock on the Exercise Date.  The Company shall give Executive at least
thirty (30) days advance written notice of each exercise of the Executive Death
or Disability Call and shall specify in such notice (a) the Purchase Date,
which shall be not more than ninety (90) days following the date of such
notice, and (b) the date as of which the Fair Market Value Per Share of the
Company’s common stock is to be determined for purposes of such Executive
Termination Call (“Exercise Date”), provided that in no event may the Exercise
Date be prior to the Maturity Date of the Option Shares subject to such
Executive Termination Call.  Any Option
Shares purchased by the Company in connection with the exercise of


 


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the
Death or Disability Call may be paid for in cash or in immediately available
funds by check or by wire transfer. The Company’s rights under this
subparagraph (vii) shall terminate upon the effectiveness of an Initial Public
Offering.


 


(viii)                        Any Option Shares purchased by the Company
pursuant to subparagraphs (vi) or (vii) may be paid for in cash or in
immediately available funds by check or by wire transfer.


 


(ix)                                For purposes of this Agreement, “Disability”
means a determination by the Board of the Company in accordance with applicable
law that, as a result of a physical or mental illness, the Executive is unable
and has been unable to perform the essential functions of his job with or
without reasonable accommodation for a period of (i) 90 consecutive days or
(ii) 180 days in any one (1) year period.


 


(c)  Termination for Cause.  The Company may terminate the Executive’s
employment for Cause (as defined below) at any time. In such event, Executive
shall only be entitled to and subject to the following as applicable:


 


(i)                                     Payment of any accrued but unpaid Base Salary
through the date of his termination, any unpaid Annual Bonus actually earned
with respect to the prior fiscal year and Benefits in accordance with the terms
of the applicable plans; provided, that, all fringe benefits and perquisites
shall terminate as of the date of termination, except as otherwise required by
law;


 


(ii)                                  The unexercised portion of the Option
(whether vested or unvested) held by Executive shall terminate immediately upon
his termination for Cause; and


 


(iii)                               The Company shall have the right, but not the
obligation, to purchase all Option Shares held by the Executive in accordance
with the Executive Termination Call provision described in
Section 5(a)(iv) above.


 


(iv)                              For purposes of this Agreement, a termination
for “Cause” occurs if Executive is terminated by formal action of the Board
taken at a meeting of which Executive is given notice and has the opportunity
to attend or participate in, for any of the following reasons:


 


(I)                                    embezzlement, dishonesty, or fraud;


 


(II)                                conviction (or plea of nolo contendere) for a
felony involving moral turpitude or that materially impairs Executive’s ability
to perform his duties hereunder;


 


(III)                            improper and material disclosure or use of
the Company’s confidential or proprietary information; or


 


(IV)                            Executive’s willful failure or refusal to
follow the lawful and good faith direction of the Board, which, if curable,
remains uncured following thirty (30) days’ written notice to Executive from
the Board describing such failure or refusal.


 


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(d)  Termination By the Company Other Than for
Cause or By the Executive for Good Reason. 
The Company may terminate Executive’s employment without Cause at any
time without notice and Executive may terminate his employment for Good Reason
upon thirty (30) days prior written notice to the Company as set forth herein.
If Executive’s employment is terminated by the Company other than for Cause or
by Executive for Good Reason, in addition to receiving all accrued Base Salary,
any unpaid Annual Bonus actually earned and Benefits through the date of
termination, and contingent upon Executive’s execution of a release of all
claims against the Company in a form reasonably acceptable to the Company,
Executive shall be entitled to and shall be subject to the following as
applicable:


 


(i)                                     One (1) year Base Salary and an amount equal
to the average of the Annual Bonuses earned by the Executive for the three (3)
consecutive fiscal years preceding the termination of his employment (or such
shorter period of time in the event Executive has not been employed by the
Company for three (3) years), payable monthly in twelve (12) equal
installments;


 


(ii)                                  A pro rata portion of his Target Bonus for
the fiscal year in which such termination occurs (provided that the applicable
performance targets as determined by the Board have been satisfied or, in the
reasonable business judgment of the Board, based on available information as of
the date of termination, are likely to be satisfied) determined by multiplying
the applicable Target Bonus amount by a fraction the numerator of which is the
number of days in the fiscal year prior to the date of termination and the
denominator of which is 365 payable within sixty days of the end of the fiscal
year.  In the event Executive has
already received a payment representing a percentage of his Target Bonus for
the fiscal year in which such termination occurs, such payment shall be treated
as an advance payment and deducted from the amount calculated in accordance
with this paragraph (but in no event shall be subject to repayment by the
Executive);


 


(iii)                               Immediate vesting, deemed to occur on the day
immediately prior to the date of such termination, of the unvested portion of
the Option or other equity rights which he may be granted prior to such
termination;


 


(iv)                              The right to exercise the Option at any time
through the earlier of (i) the end the Option term or (ii) the first (1st)
anniversary of the date of such termination;


 


(v)                                 To the extent Executive or his dependents are
covered under any medical, prescription drug, or other health care plan of the
Company at the time of such termination, such coverage shall continue, at no
cost to such Executive or his dependents, through the end of the calendar month
which includes the first anniversary of such termination and the qualifying
event for purposes of COBRA shall be deemed to be the first anniversary of such
termination;


 


(vi)                              Executive shall have the right (“Company
Termination Put”), by written notice to the Company given at any time which is
within thirty (30) days after the later of (i) the date of such termination of
Executive’s employment or (ii) the applicable Maturity Date (as defined in 5(a)
above) of the Option Shares subject to such Company Termination Put, to sell to
the Company all, but not less than all, of the Option Shares owned by Executive
(or his legal representative) which may be made subject to such Company
Termination Put on the date such Put is exercised by the giving of such written
notice for a price per share equal to the Fair Market Value Per Share of the
Company’s common stock (as defined in Section 5 (a) hereof) on the date
such Company Termination Put is so exercised.


 


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(vii)                           The Company shall have the right (“Company
Termination Call”) at any time which is both after the date Executive’s
employment terminates pursuant to this Section 5(d) and the Maturity Date
of the Option Shares which are the subject of such Company Termination Call
(“Purchase Date”) to purchase all, but not less than all, of the Option Shares
owned by Executive which could be subject to such Call on the Exercise Date (as
defined below). The price per share paid by the Company shall be equal to the
Fair Market Value Per Share of the Company’s common stock on the Exercise Date.
The Company shall give Executive at least thirty (30) days advance written
notice of each exercise of the Company Termination Call and shall specify in
such notice (a) the Purchase Date, which shall be not more than ninety (90)
days following the date of such notice, and (b) the date as of which the Fair
Market Value Per Share of the Company’s common stock is to be determined for
purposes of such Company Termination Call (“Exercise Date”), provided that in
no event may the Exercise Date be prior to the Maturity Date of the Option
Shares subject to such Company Termination Call.  Any Option Shares purchased by the Company in connection with the
exercise of the Company Termination Call may be paid for in cash or in
immediately available funds by check or by wire transfer. The Company’s rights
under this subparagraph (vii) shall terminate upon the effectiveness of an
Initial Public Offering.


 


(viii)                        For purposes of this Agreement, “Good Reason”
means any of the following conditions (not consented to in advance by Executive
or ratified subsequently by Executive), which condition(s) remain(s) in effect
thirty (30) days after written notice to the Board from Executive of such
conditions:


 


(I)                                    Any breach by the Company of this Agreement
with respect to any material obligation to pay Executive compensation or
Benefits, including the failure to pay the Target Bonus upon the achievement of
the targets set by the Company, to the extent that the Company fails to cure
such breach;


 


(II)                                Any material decrease in Executive’s Base
Salary or minimum Target Bonus Amount fixed by the Board;


 


(III)                            Any material, adverse change in Executive’s
title, authority, responsibilities or duties, as measured against Executive’s
title, authority, responsibilities or duties immediately prior to such change;
or


 


(IV)                            The Company’s requirement that the Executive
relocate the Executive’s office outside of either the Chicago, Illinois or
Dallas, Texas metropolitan areas, without the Executive’s prior consent.


 


(e)  Expiration of Term.  Upon the expiration of the Term pursuant to
Section 2 hereof, this Agreement shall terminate without further action by
the Executive or the Company. Upon such expiration and the termination of
Executive’s employment, Executive shall be entitled to and subject to the
following:


 


(i)                                   Payment of any accrued but unpaid Base Salary
through the date of termination, any unpaid Annual Bonus actually earned with
respect to the prior fiscal year, and Benefits in accordance with the terms of
the applicable plans, provided, that, all fringe benefits and perquisites shall
terminate as of the date of termination, except as otherwise required by law;


 


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(ii)                                  An amount equal to $100,000, payable in
twelve (12) equal monthly installments,
provided that Executive executes and does not revoke a release of all claims
against the Company in a form acceptable to the Company. Such payments shall
commence within thirty (30) days of the Company’s receipt of the Executive’s
executed release of all claims;


 


(iii)                               The unvested portion of the Option held by
Executive shall terminate immediately upon termination and Executive shall have
until the earlier of (i) thirty (30) days following the effective date of his
termination or (ii) the end of the Option term in which to exercise the portion
of the Option that is vested through the effective date of his termination; and


 


(iv)                              The Company shall have the right (“Contract
Termination Call”) at any time which is both after the date Executive’s
employment terminates pursuant to this Section 5(e) and the Maturity Date
of the Option Shares which are the subject of such Contract Termination Call
(“Purchase Date”) to purchase all, but not less than all, of the Option Shares
owned by Executive which could be subject to such Call on the Exercise Date (as
defined below). The price per share paid by the Company shall be equal to the
Fair Market Value Per Share of the Company’s common stock on the Exercise Date.
The Company shall give Executive at least thirty (30) days advance written
notice of each exercise of the Contract Termination Call and shall specify in
such notice (a) the Purchase Date, which shall be not more than ninety (90) days
following the date of such notice, and (b) the date as of which the Fair Market
Value Per Share of the Company’s common stock is to be determined for purposes
of such Contract Termination Call (“Exercise Date”), provided that in no event
may the Exercise Date be prior to the Maturity Date of the Option Shares
subject to such Contract Termination Call. 
Any Option Shares purchased by the Company in connection with the
exercise of the Contract Termination Call may be paid for in cash or in
immediately available funds by check or by wire transfer. The Company’s rights
under this subparagraph (iv) shall terminate upon the effectiveness of an
Initial Public Offering.


 


(f)  No Mitigation.  The obligations of the Company to Executive
which arise upon the termination of his employment pursuant to this
Section 5 shall not be subject to mitigation.


 


6.  Change in Control.


 


(a)  In the event of a “Change in Control” (as
defined below), each then outstanding Option held by Executive and each other
option, stock grant or other equity right granted to Executive after the
Effective Date, provided that he is an employee of the Company or any affiliate
of the Company at the time the Change in Control occurs, shall automatically
vest and become exercisable in full immediately prior to the effective date of
the Change in Control. However, the vesting of an outstanding option or other
equity right held by Executive shall not be accelerated if and to the extent
that (i) such option is assumed by the successor corporation (or parent
thereof) in the Change in Control or (ii) such option is to be replaced with a
cash incentive program of the successor corporation which preserves the excess
of the Fair Market Value of the unvested option shares over their exercise
price then existing at the time of the Change in Control and provides for
subsequent payment of such amounts in accordance with the then existing vesting
schedule applicable to such unvested option shares. Any option held by
Executive which is neither assumed by the successor corporation (or parent
thereof) in the Change in Control nor exercised prior to the Change in Control,
provided that Executive was provided at least ten (10) days advance written
notice of the pending Change in Control, shall terminate and cease to be outstanding
effective upon the consummation of the Change in Control.


 


10

















 


(b)  In the event of a termination other than for
Cause of Executive’s employment upon or within 60 days prior to or 365 days
following a Change in Control, then (i) each then outstanding Option held by
Executive and each other option, stock grant, or other equity right granted to
Executive after the Effective Date shall automatically vest and become
exercisable in full effective as of the time of such termination of employment,
and such option or other equity right shall remain exercisable until the
earlier of fifth anniversary of the date of such termination or the expiration
of the option term, except to the extent such options terminate earlier in
accordance with paragraph (a) of this Section 6 and (ii) each cash
incentive program pursuant to clause (ii) of paragraph (a) of this
Section 6 above with respect to an unvested option held by Executive prior
to the Change in Control shall be accelerated and become immediately payable in
full upon such termination of employment other than for Cause.  Section 5 of this Agreement continues
to govern Executive’s put right and the Company’s call right and the respect
price of such rights in the event of a termination of employment, except to the
extent inconsistent with this Section 6.


 


For
purposes of this Agreement, a “Change in Control” shall mean (i) the approval
by the shareholders of the Company of a plan of complete liquidation or
dissolution of the Company, (ii) the consummation of a sale of all or
substantially all of the assets of the Company; (iii) the consummation of any
transaction as a result of which any individual or entity (other than Cerberus,
General Atlantic Partners 76, L.P. or any of their related entities or
affiliates) becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the total voting power of all voting
securities of the Company then issued and outstanding; or (iv) the consummation
of a merger, consolidation, reorganization or business combination, other than
a merger, consolidation, reorganization or business combination which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting securities of the Company or the surviving
entity immediately after such merger, consolidation, reorganization of business
combination.


 


7.  Confidentiality.  Executive acknowledges that by virtue of his
employment with the Company, he has or may be exposed to or has had or may have
access to confidential information of the Company regarding its businesses
(whether or not developed by Executive), including, but not limited to,
algorithms, source code, system designs, data formats, customer lists or
records, customer information, mark-ups, project materials, information
regarding independent contractors, marketing techniques, supplier information,
accounting methodology, Creations (as hereinafter defined) or other information
which gives, or may give, the Company an advantage in the marketplace against
its competitors (all of the foregoing are hereinafter referred to collectively
as the “Proprietary Information” except for information which was in the public
domain when acquired or developed by the Company, or which subsequently enters
the public domain other than as a result of a breach of this or any other
agreement or covenant). Executive further acknowledges that it would be
possible for Executive, upon termination of his employment with the Company, to
use the Proprietary Information to benefit other individuals or entities.
Executive acknowledges that the Company has expended considerable time and
resources in the development of the Proprietary Information and that the
Proprietary Information has been disclosed to or learned by Executive solely in
connection with Executive’s employment with the Company. Executive acknowledges
that the Proprietary Information constitutes a proprietary and exclusive
interest of the Company, and, therefore, Executive agrees that during the term
of his employment and after the termination thereof, for whatever reason,
anywhere in the world, Executive shall not directly or indirectly disclose the
Proprietary Information to any person, firm, court, governmental entity or
body, corporation or other entity or use the Proprietary Information


 


11

















 


in
any manner, except in connection with the business and affairs of the Company
or pursuant to a validly issued and enforceable court or administrative order.
In the event that any court, administrative hearing officer or the like shall
request or demand disclosure of any Proprietary Information, Executive shall
promptly notify the Company of the same and cooperate with the Company to
obtain appropriate protective orders in respect thereof. Executive further
agrees to execute such further agreements or understandings regarding his
agreement not to misuse or disclose Proprietary Information or Creations
(defined in Section 10 below) as the Company may reasonably request


 


8.  Non-Solicitation/Non-Competition.  Executive covenants and agrees that, while
employed by the Company, and for a period of 12 months following the
termination of his employment for any reason, he shall not:


 


(a)  directly or indirectly solicit for
employment other than on behalf of the Company, offer employment to, or employ
any person who was an employee of the Company within 6 months of such
solicitation or offer;


 


(b)  without the written consent of the Board,
directly or indirectly engage or assist any person engaging in, individually,
or as an officer, director, employee, agent, consultant, owner, partner,
manager, member, principal, or in any other capacity, or render any services
to, a systems solutions provider, developer of enterprise resource planning
software or any other entity or person who is engaged, directly or indirectly,
in the promotion of software or related services which are deemed by the
Company to be directly competitive with the software or related services offerings
available from the Company, including, but not limited to, the development,
production, distribution, sales, licensing, or marketing of software products
(or the provision of related services) designed to run on IBM AS/400 or HP 9000
computer platforms or any successor platforms, or in an NT operating
environment (“Competitive Business”); provided, however, that the ownership by
Executive of not more than five percent (5%) of any class of equity security of
any Competitive Business shall not be deemed a breach of this
Section provided such securities are listed on a national securities
exchange or quotation system or have been registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. Upon the written request of
Executive, the Board will advise Executive whether or not a specific activity
which Executive in contemplating would violate the foregoing restriction,
provided that (I) such request is made prior to Executive engaging in such
activity and (II) Executive provides the Board with such information as the
Board determines is necessary to make such determination. The current and
continuing effectiveness of any such determination shall be conditioned on all
such information provided by Executive being complete and accurate in all
material respects; or


 


(c)  in any manner solicit, induce, or attempt to
induce, or assist others to solicit, induce or attempt to induce, any customer,
supplier, contractor, or client associated with the Company at such time or, in
the case of any customer, in the prior year, to terminate or materially and
adversely alter its, his or her association with the Company, or in any other
manner interfere with any agreement or contract between the Company and any
such person.


 


9.  Return of Materials.  Executive shall, at any time upon the
request of the Company, and in any event upon the termination of his
employment, for whatever reason, immediately return and surrender to the
Company all originals and all copies, regardless of medium, of all algorithms,
source code, system designs, data formats, forms, records, notes, memoranda,
price lists, supplier lists, brochures, project materials, sales materials,
manuals, letterhead, business cards and other property belonging to the Company
or any of its clients, as the case may be, created or obtained by Executive as
a result of or in the course of or in connection with Executive’s employment
regardless of whether such


 


12

















 


items
constitute Proprietary Information, provided that Executive shall be under no
obligation to return price lists and other non-technical materials acquired
from third parties which are generally available to the public.  Executive acknowledges that all such
materials are, and will remain, the exclusive property of the Company.


 


10.  Creations and Other Matters.


 


(a)  Executive agrees that all materials,
inventions, discoveries, improvements or the like which Executive, individually
or with others, may originate, develop or reduce to practice while employed
with the Company relating to the business or products of the Company, the
Company’s actual or demonstrably anticipated research or development or any
work performed by Executive for the Company (individually, a “Creation” and
collectively, the “Creations”) shall, as between the Company and Executive,
belong to and be the sole property of the Company. Executive hereby waives any
and all “moral rights,” including, but not limited to, any right to
identification of authorship, right of approval on modifications or limitation
on subsequent modification, that Executive may have in respect of any Creation.
Executive further agrees, without further consideration, to promptly disclose
each such Creation to the Company and to such other individuals as the Company
may direct. Executive further agrees to execute and to join others in executing
such applications, assignments and other documents as may be necessary or
convenient to vest in the Company or any client of the Company, as appropriate,
full title to each such Creation and as may be reasonably necessary or
convenient to obtain United States and foreign patents or copyrights thereon to
the extent the Company or any client of the Company, as appropriate, may
choose.  Executive further agrees to
testify in any legal or administrative proceeding relative to any such Creation
whenever requested to do so by the Company, provided that the Company agrees to
reimburse Executive for any reasonable expenses incurred in providing such
testimony.


 


(b)  The foregoing covenant shall not apply to
any Creation for which no equipment, supplies, facilities, or trade secret
information of the Company was used and which was developed entirely on
Executive’s own time, unless (i) the Creation relates to (A) the business of the
Company or (B) any actual or reasonably anticipated research or development of
the Company or (ii) the Creation results from any work performed by Executive
for the Company.


 


11.  Remedies.  Executive acknowledges that in the event that his employment with
the Company terminates for any reason, he will be able to earn a livelihood
without violating the foregoing restrictions and that his ability to earn a
livelihood without violating such restrictions is a material condition to his
employment with the Company. Executive acknowledges that compliance with the
covenants set forth in Sections 7 through 10 hereof is necessary to protect the
business, goodwill and Proprietary Information of the Company and its clients
and that a breach of these restrictions will irreparably and continually damage
the Company or its clients for which money damages may not be adequate.
Consequently, Executive agrees that, in the event that he breaches or threatens
to breach any of these covenants, the Company shall be entitled to a temporary,
preliminary or permanent injunction in order to prevent the continuation of
such harm. In addition, without limiting the Company’s remedies for any breach
of any restriction on the Executive set forth in Sections 7 through 10 hereof,
except as required by law, the obligation of the Company to pay any amounts
payable to the Executive under Section 5 of this Agreement is contingent
upon the Executive’s acting in accordance with the covenants of Sections 7
through 10. Nothing in this agreement, however, shall be construed to prohibit
the Company from also pursuing any other remedy, the parties having agreed that
all remedies are to be cumulative.  The
parties expressly agree that the Company may, in its sole discretion, choose to


 


13

















 


enforce
the covenants in Sections 7 through 10 hereof in part of to enforce any of said
covenants to a lesser extent than that set forth herein.


 


12.  Survival.  Notwithstanding any other provision of this Agreement, the Executive’s
obligations in Sections 7 through 10 (to the extent provided therein) shall
survive the termination of this Agreement.


 


13.  Revision.  The parties hereto expressly agree that in the event that any of
the provisions, covenants, warranties or agreements in this Agreement are held
to be in any respect an unreasonable restriction upon Executive or are
otherwise invalid, for whatsoever cause, then the court so holding is hereby
authorized to (a) reduce the territory to which said covenant, warranty or
agreement pertains, the period of time in which said covenant, warranty or
agreement operates or the scope of activity to which said covenant, warranty or
agreement pertains or (b) effect any other change to the extent necessary to
render any of the restrictions contained in this Agreement enforceable.


 


14.  Confidentiality.  Executive agrees that he will not disclose
the terms of this Agreement to anyone other than his spouse and legal counsel,
except as such disclosure may be required for legal, accounting or tax advice
and reporting purposes.


 


15.  Dispute Resolution.  In the event of any dispute or claim
relating to or arising out of this Agreement (including, but not limited to,
any claims of breach of contract, wrongful termination or age, sex, race or
other discrimination), Executive and the Company agree that all such disputes
shall be fully and finally resolved by binding arbitration conducted by the
American Arbitration Association (“AAA”) in Chicago, Illinois in accordance
with the AAA’s National Rules for the Resolution of Employment Disputes.
Employee acknowledges that by accepting this arbitration provision he is
waiving any right to a jury trial in the event of such dispute; provided,
however, that this arbitration provision shall not apply to claims by the
Company seeking injunctive or other equitable relief. The arbitrator may, but
is not required, to order that the prevailing party shall be entitled to
recover from the losing party its attorneys’ fees and costs incurred in any
arbitration arising out of this Agreement.


 


16.  Assistance in Litigation.  Executive shall, during and after
termination of his employment, upon reasonable notice, furnish such truthful
information and proper assistance to the Company as may reasonably be required
by the Company in connection with any litigation in which it or any of its
officers, directors or affiliated entities is, or may become a party. If such
assistance is required after the termination of Executive’s employment, then
the Company shall reimburse Executive for his reasonable and necessary expenses
incurred at the request of the Company upon submission of appropriate
supporting documents plus a per diem consulting fee equal to his daily pro-rata
Base Salary.


 


17.  Interpretation.  Executive and the Company agree that this
Agreement shall be interpreted in accordance with and governed by the laws of
the State of Illinois.


 


18.  Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. In view of the
personal nature of the services to be performed under this Agreement by
Executive, he shall not have the right to assign or transfer any of his rights,
obligations or benefits under this Agreement, except as otherwise noted herein.


 


14

















 


19.  Notice.  Any notice provided for in this Agreement shall be in writing and
shall be deemed given on the date it is delivered in person or sent by
facsimile, or mailed (by certified mail, return receipt requested) or sent via
overnight delivery to the other party and addressed,


 


in
the case of the Company, to:


 


SSA
Global Technologies, Inc.

500 West Madison Street

Chicago, Illinois 60661

Facsimile: (312) 474-7451

Attn: General Counsel


 


With
copies to:


 


Cerberus
Capital Management, L.P.

450 Park Avenue

New York, New York 10022

Facsimile: (212) 891-1540

Attn: Mark Neporent


 


And


 


Schulte
Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 593-5955

Attn: Robert B. Loper, Esq.


 


and
in the case of Executive to:


 


Michael
Greenough

711 Pintail Court

Granbury, Texas 76049

Facsimile: (312) 474-7451


 


With
a copy to:


 


Michael
H. Woolever

Foley & Lardner

321 North Clark Street

Suite 2800

Chicago, Illinois 60610

Facsimile: (312) 832-4700


 


Either party may designate a different address by giving written notice
of a change of address in the manner provided above.


 


15

















 


20.  Validity.  If any one or more of the provisions (or any part thereof) of
this Agreement shall be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions (or any
part thereof) shall not in any way be affected or impaired thereby. Each term
and provision of this agreement shall be valid and enforceable to the fullest
extent permitted by law and any invalid, illegal or unenforceable term or
provision shall be deemed replaced by a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid,
illegal or unenforceable term or provision.


 


21.  Entire Agreement.  This Agreement constitutes the entire
employment agreement between Executive and the Company regarding the terms and
conditions of his employment, except for any stock, stock option or other
equity rights agreement, executed in conjunction with or subsequent to this
Agreement, between Executive and the Company under the Company’s 2003 Equity
Incentive Plan, as amended and in effect from time to time or any successor
plan. This Agreement supersedes all prior negotiations, representations or
agreements between Executive and the Company, whether written or oral,
concerning Executive’s employment by the Company and entitlement to stock,
stock options or equity rights in the Company, including, but not limited to,
the Prior Agreement and the Option Rights. In entering into this agreement,
Executive has consulted with independent legal counsel and has not relied upon
any representation not set forth herein.


 


22.  Modification. This Agreement may only
be modified or amended by a supplemental written agreement signed by Executive
and the Company.


 


23.  Indemnification. The Company agrees,
to the extent permitted by applicable law and its organizational documents, to
indemnify, defend and hold harmless the Executive from and against any and all
losses, suits, actions, causes of action, judgments, damages, liabilities,
penalties, fines, costs or claims of any kind or nature (“Indemnified Claim”),
including reasonable legal fees and related costs incurred by Executive in
connection with the preparation for or defense of any Indemnified Claim,
whether or not resulting in any liability, to which Executive may become
subject or liable or which may be incurred by or assessed against Executive,
relating to or arising out of his employment by the Company or the services to
be performed pursuant to this Agreement, provided that the Company shall only
defend, but not indemnify or hold Executive harmless, from and against an
Indemnified Claim in the event there is a final, non-appealable, determination
that Executive’s liability with respect to such Indemnified Claim resulted from
Executive’s willful misconduct or gross negligence. The Company’s obligations
under this section shall be in addition to any other right, remedy or
indemnification which Executive may have or be entitled to at common law or
otherwise.


 


16

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year written below.


 


	
   

  	
  SSA
  Global Technologies, Inc.

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
  /s/ Kirk J. Isaacson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KIRK J. ISAACSON

  	
   

  
	
   

  	
  Its:

  	
  EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  /s/ Michael Greenough

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Michael
  Greenough

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Solely
  with respect to Section 4(f)

  Cerberus Capital Management, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Neporant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  General
  Atlantic Partners 76, L.P

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Ford

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
							



 


17